EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
Dated as of July 17, 2002
among
AMERICAN ACHIEVEMENT CORPORATION,
as Issuer
MILESTONE MARKETING INCORPORATED,
MILESTONE TRADITIONS, INC.
and
MILESTONE MANAGEMENT, INC.
as Additional Guarantors,
THE GUARANTORS PARTY HERETO
as Guarantors
and
THE BANK OF NEW YORK,
as Trustee,
11 5/8% Senior Notes
Due 2007
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of July 17, 2002, among American Achievement Corporation Company, a
Delaware corporation (the "Company"), Milestone Marketing Incorporated ("MMI"),
Milestone Traditions, Inc. ("MT") and Milestone Management, Inc. ("MM", and
together with MMI and MT, each an "Additional Guarantor" and collectively, the
"Additional Guarantors"), the Guarantors listed on the signature pages hereof
under the heading Guarantors (the "Guarantors"), and The Bank of New York, as
trustee under the Indenture referred to below (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Guarantors have heretofore
executed and delivered to the Trustee an indenture (the "Indenture"), dated as
of February 20, 2002, providing for the issuance of an aggregate principal
amount of $177,000,000 of 11 5/8% Senior Notes Due 2007;
WHEREAS, pursuant to the terms of a Stock Purchase Agreement,
dated as of July 9, 2002 (the "Purchase Agreement"), among the Company, as
buyer, Ronald A. Brostrom, Eric Weiss, Page Singletary, Eureka I, L.P. and
Eureka I-A, L.P., as sellers and MMI, the Company purchased all of the
outstanding shares of common stock and warrants of MMI;
WHEREAS, MM and MT are wholly-owned subsidiaries of MMI;
WHEREAS, each of the Additional Guarantors constitutes a
Material Domestic Restricted Subsidiary;
WHEREAS, Section 4.16 of the Indenture requires the Company to
cause the Additional Guarantors to execute and deliver to the Trustee a
supplemental indenture pursuant to which the Additional Guarantors shall
unconditionally guarantee all of the Company's Obligations under the Notes and
this Indenture pursuant to a guarantee (the "Additional Guarantee") on the terms
and conditions of the Guarantee by the Guarantors in Article XI of the Indenture
and on the other terms and conditions set forth herein;
WHEREAS, pursuant to Section 9.1 of the Indenture, the
Company, the Additional Guarantors and the Guarantors, when authorized by
resolutions of their respective Boards of Directors, and the Trustee, upon
receipt of the documents required by Section 7.2 of the Indenture, are
authorized to amend and supplement the Indenture as set forth in this
Supplemental Indenture;
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid, binding and legal instrument in accordance
with its terms have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized by all necessary parties; and
WHEREAS, the Company, each of the Additional Guarantors, each
of the Guarantors and the Trustee desire and have agreed to execute and deliver
this Supplemental Indenture as herein provided and all conditions and
requirements necessary to make this Supplemental Indenture a valid, binding and
legal instrument in accordance with its terms have been performed and fulfilled
and the execution and delivery hereof have been in all respects duly authorized
by all necessary parties.
NOW, THEREFORE, for and in consideration of the premises
contained herein, it is mutually covenanted and agreed for the benefit of all
Holders of the Notes as follows:
Section 1. Definitions. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
Section 2. Agreement to Guarantee. The Additional Guarantors
hereby agree, jointly and severally with all other Guarantors, to guarantee the
Company's Obligations under the Indenture and the Notes on the terms and subject
to the conditions set forth herein and in Article XI of the Indenture and to be
bound by all other applicable provisions of the Indenture. Pursuant to Section
11.7 of the Indenture, the Guarantors agree that the Guarantees set forth in
Article XI of the Indenture, as supplemented by its agreement to guarantee
contained herein, shall remain in full force and effect and apply to all of the
Notes notwithstanding any failure by the Additional Guarantors to endorse on
such Notes a notation of the Guarantor.
Section 3. No Recourse Against Others. No direct or indirect
stockholder, employee, officer or director, as such, past, present or future of
the Company, the Guarantors or the Additional Guarantors or any successor entity
shall have any personal liability for any Obligations of the Company, the
Guarantors or the Additional Guarantors or any successor entities under the
Additional Guarantee, by reason of his, her or its status as such stockholder,
employee, officer or director. Each Holder, by accepting a Note, waives and
releases all such liability, and such waiver and release is part of the
consideration for the issuance of the Notes and this Supplemental Indenture.
Section 4. Acceptance of Supplemental Indenture. The Trustee
accepts this Supplemental Indenture and agrees to execute the trust created by
the Indenture as hereby supplemented, but only upon the terms and conditions set
forth in the Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby supplemented.
Section 5. Confirmation and Ratification. The Indenture,
supplemented as hereinabove set forth, is in all respects ratified and
confirmed, and the terms and conditions thereof, supplemented as hereinabove set
forth, shall be and remain in full force and effect.
Section 6. Recitals. The recitals contained in this
Supplemental Indenture shall be taken as the statements made solely by the
Company, the Additional Guarantors and the Guarantors, and the Trustee shall
have no liability or responsibility for their correctness and, without limiting
the generality of the foregoing, the Trustee shall not be responsible in any
manner whatsoever for or with respect to (i) the validity or sufficiency of this
Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper
authorization hereof by the Company, the Additional Guarantors and the
Guarantors by corporate action or otherwise, (iii) the due execution hereof by
the Company, the Additional Guarantors and the Guarantors or (iv) the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the Trustee makes no representation with
respect to any such matters.
Section 7. Effectiveness. This Supplemental Indenture shall
become effective upon the execution and delivery hereof by the Company, the
Guarantors and the Trustee.
SECTION 8. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF
ANY OTHER LAW.
Section 9. Counterparts. This Supplemental Indenture may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
Section 10. Effect of Headings. The Section headings herein
are for convenience only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
ADDITIONAL GUARANTORS:
MILESTONE MARKETING INCORPORATED
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
MILESTONE MANAGEMENT, INC.
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
MILESTONE TRADITIONS, INC.
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
COMPANY:
AMERICAN ACHIEVEMENT CORPORATION
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
GUARANTORS:
COMMEMORATIVE BRANDS, INC.
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
CBI NORTH AMERICA, INC.
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
TAYLOR SENIOR HOLDINGS CORP.
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
TAYLOR PUBLISHING COMPANY
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
TP HOLDING CORP.
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
TAYLOR PRODUCTION SERVICES, L.P.
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
EDUCATIONAL COMMUNICATIONS, INC.
By: /s/ Sherice P. Bench
--------------------------------
Name: Sherice P. Bench
Title: Treasurer
TRUSTEE:
BANK OF NEW YORK, as Trustee
By: /s/ Van K. Brown
--------------------------------
Name: Van K. Brown
Title: Vice President